VMware 2009 Annual Report Download - page 118

Download and view the complete annual report

Please find page 118 of the 2009 VMware annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 125

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125

immediately following the calendar year in which the taxes that are the subject of the audit or litigation are remitted to the taxing authority, or, if
no taxes are to be remitted, the end of the calendar year following the calendar year in which the audit or litigation is completed.
For purposes of Section 409A, your right to receive any installment payments shall be treated as a right to receive a series of separate and
distinct payments. Whenever a payment under this letter agreement specifies a payment period with reference to a number of days (e.g.,
“payment shall be made within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall
be within the sole discretion of the Company.
A one-time sign-on bonus of $100,000, net of taxes, payable within forty-five (45) days following your date of hire. Should your employment
with VMware terminate voluntarily without Good Reason or with Cause within one year, the bonus must be repaid. No repayment would be
required for termination after one year of employment.
The Company agrees to provide assistance to you in securing and maintaining authorization for employment in the U.S. in accordance with the
terms of our Immigration Policy, a copy of which is included with this letter. You will be asked to sign this document on your first day of
employment with the Company. Furthermore, given the nature of your particular immigration situation, the company retains sole discretion to
determine what efforts, if any, it will take to secure or maintain your future authorization for employment in the U.S., if and when your
permission to work in the U.S. has otherwise lapsed.
You should be aware that your employment with the Company is for no specified period and constitutes at will employment. As a result, you are
free to resign at any time, for any reason or for no reason. Similarly, the Company is free to conclude its employment relationship with you at
any time, with or without cause, and with or without notice.
You agree that, during the term of your employment with the Company, you will not engage in any other employment, occupation, consulting or
other business activity directly related to the business in which the Company is now involved or becomes involved during the term of your
employment, nor will you engage in any other activities that conflict with your obligations to the Company.
On your first day of employment you will be asked to submit verification of your legal right to work in the U.S., and to sign and comply with our
Key Employee Agreement which requires, among other provisions, the assignment of patent rights to any invention made during your
employment at VMware and non-disclosure of proprietary and confidential information. As a VMware employee, you will be expected to abide
by company rules and regulations.
In the event that the payments and benefits provided to you herein or otherwise by the Company constitute “parachute payments” within the
meaning of Section 280G of the Code and would, but for this provision, be subject to the excise tax imposed by Section 4999 of the Code (the
“Excise Tax”), then your payments and benefits shall be either (i) delivered in full or (ii) delivered as to such lesser extent, as you may elect, as
would result in no portion of such amounts being subject to the Excise Tax, whichever of the foregoing results in the receipt by you on an after-
tax basis of the greatest amount, notwithstanding that all or some of the amounts may be taxable under Section 4999 of the Code. If a reduction
is to occur pursuant to the prior sentence, unless an alternative election is permitted by, and does not result in taxation under, Section 409A and
timely elected by you, the payments and benefits shall be cutback in the following order: any cash severance you are entitled to (starting with the
last payment due), then other cash amounts that are parachute payments (starting with the last payment due), then any stock options that have
exercise prices higher than the then fair market value price of the stock (based on the latest vesting tranches), then restricted stock and restricted
stock units based on the last ones scheduled to be distributed and then other stock options based on the latest vesting tranches.
-
5
-